The Board has laid down new enriched code of conduct
standards which is effective from 1st January, 2006. This is applicable to each
and every Board as well as staff members including the workmen. The Board expects all the
members to read & understand the code of conduct standards to
ensure its compliance in letter & spirit. The concerned departmental
heads are advised to clarify each and every aspect of the standard
of code of conduct and also any doubts/points to their junior staff
and effective compliance of the code of conducts standards would be
considered as point of appreciation and recorded
Industries Ltd.(SIL) is committed to ensure that its business is
conducted in fair and equitable manner in all respects as per the
ethical, professional and legal standards”.
1) SIL standards of business
conduct are based on the commitment made by the management;-
a) to follow fair business practices
b) to follow transparent business practices
c) to adopt
honest and equitable business practices
d) to respect the confidentiality of information entrusted to
e) to obey the law of the land and the rules
f) to follow honest and accurate reporting to the
The purpose of this code of conduct is to:
articulate the high standards of honesty, integrity, ethical
and law abiding behaviour expected of directors and Senior
encourage the observance of those standards to protect and
promote the interests of shareholders and other stakeholders
(including employees, customers, suppliers and creditors)
guide Directors and Senior Executives as to the practices
necessary to maintain confidence in the Company’s integrity &
set out the responsibility and accountability of Directors
and Senior Executives to report and investigate any reported
violations of this code or any other unethical or unlawful
ensure that the business practices of the Company create a
high level of confidence amongst its stakeholders.
3. Honesty and
The Directors and senior management shall act honestly
and with integrity in
all of their dealings for the Company.
The Directors and senior management will not discriminate on
the grounds of a person’s race, religion, gender, marital status or
Directors and senior management will not make promises or
commitments that the company does not intend, or would be unable to
Directors and senior management shall adhere to the truth and
they should not mislead directly or indirectly nor make false
statements, nor mislead by omission.
Directors and senior management’s personal or other business
dealings will be kept separate from their dealings as a director or
employee of the company.
Directors and senior management shall not use the name of the
company to further any personal or other business transaction
unrelated to the company.
Directors and senior management shall use goods, services and
facilities provided to them by the Company, strictly in accordance
with the terms on which they are provided.
Directors and senior management will ensure that confidential
information relating to customers, employees and Company’s
operations is not given either inadvertently or deliberately to
third parties, except to the extent necessary for the company’s
business, without the consent of the Company.
Directors and senior management will not use company
information obtained by them for personal gain financial or
otherwise, nor will that information be used to obtain financial or
other benefits for any other person or business.
Directors and senior management shall respect the privacy of
6. Disclosure of
Directors and senior management shall fully disclose active
private or other business interests promptly and any other matters
which may lead to potential or actual conflicts of interest with the
company in accordance with such policies that the Directors may
adopt from time to time.
Directors and senior management’s dealings with the Company
must always be at arms length to avoid the possibility of actual or
potential conflict of interest.
7. Protection and
proper use of assets:
The Company expects each Director and Senior Executive to use
all reasonable endeavors to protect any company asset and to ensure
its efficient use.
A Director or Senior Executive may only use a Company asset
(for example, a product, vehicle, computer or money) for legitimate
Each Director and Senior Executive must immediately report
any suspected fraud or theft of a Company asset for
8. Compliance with
laws, regulations, polices and procedures:
Each Director and Senior Executive must:
comply with the letter and spirit of any applicable law, rule
comply with the protocols, policies and procedures of the
company, including its corporate code of conduct and code of conduct
for insider trading; and
encourage other officers and employees to do the same.
Reporting of any illegal or unethical
Directors and senior management are encouraged to promptly
contact the Chairman of the Board or the Managing Director or the
Compliance Officer if any Director believes that he or she has
observed illegal or unethical behavior by any employee, officer or
Director, or by anyone purporting to be acting on Company’s
behalf. Any such
reports may be made anonymously. Confidentiality will be maintained,
to the extent permitted by law.
10. Payments, Gifts,
Entertainment and Travel
Directors and senior management shall not use their status to
seek personal gain from those doing business or seeking to do
business with the company.
Directors and senior management shall not accept any personal
gain of any material significance, if offered.
Directors and senior management are subject to
disciplinary action for violations of this code of conduct. Subject to and in accordance
with the Company’s by-laws, the Board of Directors shall determine
the appropriate disciplinary action for violations of this code of
Waivers and modifications
Waivers of this Code of Conduct will be granted only
when determined to be appropriate under the circumstances and in
accordance with applicable law, and only upon approval by the Board
of Directors or an authorized committee thereof. All such waivers will be
disclosed to shareholders and the public as and when required by
applicable law or regulation. Subject to the foregoing,
this code of conduct is subject to modification by the Board of
Directors at any time in order to ensure continued compliance with
applicable laws, rules and regulations.
Every Director shall perform his duties as a Director,
including his duties as a member of any committee of the board of
directors upon which he may serve, in good faith, in a manner he
reasonably believes to be in Company’s best interests, and with such
care as an ordinarily prudent person in a like position would use
under similar circumstances.
This policy applies to the entire company which includes each and
every person irrespective of their functional/ hierarchical
designate. The company
expects its members (staff) to reciprocate in the identical manner
with the company.
Failure to comply with the standards of business conduct will
be taken seriously and depending upon the circumstances, could
result in dismissal or other disciplinary action for employees and
termination of relationship with the business partners/
- The CMD is the main sponsor of this policy
- CMD will monitor adherence to the policy (within
the broader corporate social responsibility programme) will
support, via the Company Secretary, vice president in the
discharge of his responsibilities and will provide guidance to the
various section of the unit.
- The departmental heads will establish appropriate
responsibilities within their sections for embedding and
monitoring compliance with the standards.
and on behalf of the Board
Chairman & Managing